The Business of Investment Banking

By K. Thomas Liaw | Go to book overview

Chapter Notes

CHAPTER 2

1. The address is 1655 North Fort Myer Drive, Suite 700, Arlington. Virginia 22209; (703) 528–4370.

2. International Venture Capital Institute, Inc.; P.O. Box 1333, Stamford, Connecticut 06904.

3. The telephone number is 800–292-1993, fax number is 503–221-9987, and the e-mail address is avce@aol.com.

4. Generally, the miscellaneous investment expenses are deductible only if they exceed 2% of the taxpayer's adjusted gross income, regardless of whether the fund has a profit or loss in the year.

5. A detailed description of exempt offerings is covered in Chapter 4.

6. ERISA regulates corporate pension plans. First, ERISA establishes the minimum contributions a plan sponsor must make to satisfy the actuarially projected benefits payments. Second, ERISA establishes fiduciary standards for pension fund trustees, managers, or advisors. The minimum vesting standards are established as well. Finally, ERISA created the Pension Benefits Guaranty Corporation (PBGC) to insure vested benefits.

7. An ERISA plan is a pension or profit sharing plan sponsored by a U.S. employer other than a government entity. ERISA type entities include ERISA plans, public retirement plans, foreign retirement plans, and individual retirement accounts.

8. A venture capital fund is a venture capital operating company only if at least 50% of its investments are in portfolio companies engaged in the production or sale of a product or service and the fund has direct contractual rights to influence the conduct of portfolio company's management. Additionally, the fund actively exercises such rights to at least one portfolio company.

9. The SEC has adopted new rules to reallocate regulatory responsibilities for investment advisors between the SEC and the states. The new rules took effect on July 8, 1997. Generally, the new rules provide for SEC regulation of advisors with $25 million or more of asset under management and state regulation of advisors with less than $25 million under management.

10. The SEC amended Rule 144 in the belief that the shorter holding periods will lower funding costs for companies, especially small businesses, by reducing the liquidity discount associated with privately placed securities.


CHAPTER 3

1. Mergers are often categorized as horizontal, vertical, or conglomerate. A horizontal merger is between two firms in the same line of business. A vertical merger is one in which the buyer expands to the source of materials or to the direction of ultimate consumers. Finally, a conglomerate merger involves companies in unrelated industries.

2. Worldwide transaction volume was $1.1 trillion in 1996 and $1.6 trillion in 1997.

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